The girls meet Roxanna Floyd, Cover Girl makeup artist, and Carissa Rosenberg, the entertainment director of Seventeen. They tell the girls that they are, indeed, there for a makeup challenge with Cover Girl's spring line, and that the winner of the challenge, plus two friends, will get a spread in Seventeen. The girls are duly excited. They also all get to put on pretty spring dresses, courtesy of the magazine before the challenge commences. For most of the girls, this is no problem, but Whitney and Diana have some trouble finding garments that fit. Diana says that it's difficult to be a plus-sized girl in a competition full of skinnies. When they do challenges, the clothes are usually sample size, so she's always worried what she'll do if she can't find something that fits. Eventually, though, both girls seem to find something that works. The girls have ten minutes to create a clean, colorful look using tables of products that have been spread out among the gardens. It is minor bedlam. Jaslene goes on for a bit about how awesome the Cover Girl eyeshadow was, while Brittany pushes through the sickness and maybe hurls in the petunias as she runs from table to table. Cassandra takes an extra second to put on more eyeshadow -- to her detriment, because she winds up being late to the finish line and is disqualified. It's too bad, because her makeup looks good. She says that she's really upset, because she knows she had a chance at winning. Eh -- be faster, then.
Roxanna and Carissa give the girls their evaluations. Whitney doesn't look like she's wearing any makeup. Natasha's lip is too strong. Diana went very soft, but needed to go for it more. And then...Brittany wins! She made the colors her own and blended them and some other crap blah blah blah. She gets to pick two friends, and chooses Jael and Sarah, because they were the two people who told her to participate in the competition even though she was sick. Renee should get an anti-prize of some sort. Jael interviews that she was excited to do something fun to distract her from the sadness about her friend. Brittany, Jael, and Sarah get to do a "hair accessories story" to showcase the hottest trends for spring. Get ready to wear lots of big plastic flowers in your hair, ladies! Jael says that Brittany takes the greatest photos that she's ever seen. She thinks that Brittany's awesome, and that the rest of the girls are jealous. There might be something to that, even though Brittany was flying her annoying flag earlier. A scowling Renee looks on as Brittany is being shot for Seventeen. She interviews that Brittany is boring and doesn't stand out to her, and that she doesn't understand why Brittany's winning all of the challenges. She says that it's okay if Brittany wins the battles, as long as Renee wins the war. Renee needs some new metaphors, man.